<PAGE>
As filed with the Securities and Exchange Commission on August 22, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
ENRON OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization) 47-0684736
(I.R.S. Employer
Identification No.)<PAGE>
1400 Smith Street
Houston, Texas 77002-7369
(Address of principal executive offices, including zip code)
_________________
ENRON OIL & GAS COMPANY 1992 STOCK PLAN
(As Amended and Restated Effective December 14, 1994)
(Full title of the plan)
Dennis M. Ulak
Vice President, General Counsel and Assistant Secretary
1400 Smith Street
Houston, Texas 77002-7369
(Name and address of agent for service)
(713) 853-5482
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate Registration
registered registered per share(1) offering price(1) Fee
Common Stock,
par value $.01 3,000,000 $20.69 $62,070,000 $21,403.45
(1) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities
of the same class, as determined in accordance with Rule 457(c),
using the average of the high and low prices of such stock
reported in the consolidated reporting system on August 16, 1995.
_________________
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common
for sale under the Enron Oil & Gas Company 1992 Stock Plan (As
Amended and Restated Effective December 14, 1994). The contents of the
registrant's Form S-8 Registration Statement (No. 33-48358) relating
to the same employee benefit plan are incorporated by reference in this
registration statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
registrant's Form S-8 Registration Statement (No. 33-48358) relating to
the same employee benefit plan are incorporated by reference in this
registration statement.
Item 6 is amended and restated as set forth below.
Item 6. Indemnification of Directors and Officers.
Pursuant to the authority granted under Section 145 of Chapter 1 of
Title 8 of the Delaware General Corporation Law, the Company adopted
Article Eighth to its Restated Certificate of Incorporation which provides
that:
A. (1) A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (I) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
(2) The foregoing provisions of this Article shall not eliminate
or limit the liability of a director for any act or omission occurring
prior to the effective date of this Restated Certificate of
Incorporation. Any repeal or amendment of this Article by the
stockholders of the Corporation shall be prospective only and
shall not adversely affect any limitation on the personal liability
of a director of the Corporation existing at the time of such
repeal or amendment. In addition to the circumstances in which
a director of the Corporation is not personally liable as set forth
in the foregoing provisions of this Article, a director shall not
be liable to the fullest extent permitted by any amendment to the
Delaware General Corporation Laws enacted that further limits the
liability of a director.
B. (1) Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a proceeding ), by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the Corporation
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis
of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith, and such indemnification shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that,
except as provided in paragraph (2) hereof, the Corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification
conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance
of the final disposition of the proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not
entitled to be indemnified under this Article or otherwise. The
Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors
and officers.
(2) If a claim under paragraph B(1) of this Article is not paid
in full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may
at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense
to any such action (other than an action brought to enfore a
claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any
is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard
of conduct.
(3) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(4) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have
have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
(5) If this Article or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each
director, officer, employee and agent of the Corporation, and may
nevertheless indemnify and hold harmless each employee and agent of
the Corporation, as to costs, charges and expenses (including
attorney's fees), judgments, fines, and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative to the full extent
permitted by any applicable portion of this Article that shall
not have been invalidated and to the full extent permitted by
applicable law.
(6) For purposes of this Article, reference to the Corporation
shall include, in addition to the Corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger prior to (or, in the case of
an entity specifically designated in a resolution of the Board of
Directors, after) the adoption hereof and which, if its separate
existence had continued, would have had the power and authority
to indemnify its directors, officers and employees or agents,
so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its
separate existence had continued.
The Company's officers and directors are also covered by insurance
policies purchased by Enron Corp. that provide protection where the
Company cannot legally indemnify a director or officer and where a claim arises
under the Employee Retirement Income Security Act of 1974 against a director
or officer based on an alleged breach or fiduciary duty or other wrongful
act. The Company reimburses Enron Corp. for costs attributable to insurance
policies for the Company's officers and directors.
<PAGE>
The following documents are filed as part of this registration
statement, in accordance with General Instruction E to Form S-8:
Exhibits.
4.1 Certificate of Amendment of Restated Certificate of Incorporation of
Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(b) to the
Company s Registration Statement on Form S-8, Registration No. 33-52201).
4.2 Certificate of Amendment of Restated Certificate of Incorporation of
Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(c) to the
Company s Registration Statement on Form S-8, Registration No. 33-58103).
4.3 Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated
Effective December 14, 1994) (incorporated by reference to Exhibit A to the
Company s Proxy Statement, dated March 27, 1995, with respect to the
Company s 1995 Annual Meeting of Shareholders).
*4.4 Form of Non-Qualified Stock Option Agreement.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of DeGolyer and MacNaughton.
*24.1 Powers of Attorney of certain directors of the Company.
*Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the
22nd day of August, 1995.
ENRON OIL & GAS COMPANY
By: /s/ Walter C. Wilson
Walter C. Wilson
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the dates indicated.
Signature Title Date
/s/ Forrest E. Hoglund Chairman of the Board, President, August 21, 1995
Forrest E. Hoglund Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Walter C. Wilson Senior Vice President and August 21, 1995
Walter C. Wilson Chief Financial Officer
(Principal Financial Officer)
/s/ Ben B. Boyd Vice President and Controller August 21, 1995
Ben B. Boyd (Principal Accounting Officer)
* Director
Fred C. Ackman
* Director
Richard D. Kinder
* Director
Kenneth L. Lay
* Director
Edward Randall, III
*By: /s/ Dennis M. Ulak August 21, 1995
Dennis M. Ulak
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description of Exhibit Page
4.1 Certificate of Amendment of Restated Certificate of
Incorporation of Enron Oil & Gas Company
(incorporated by reference to Exhibit 4.1(b) to the
Company's Registration Statement on Form S-8,
Registration No. 33-52201).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of Enron Oil & Gas Company (incorporated
by reference to Exhibit 4.1(c) to the Company's
Registration Statement on Form S-8,
Registration No. 33-58103).
4.3 Enron Oil & Gas Company 1992 Stock Plan (As Amended and
Restated Effective December 14, 1994) (incorporated by
reference to Exhibit A to the Company's Proxy Statement,
dated March 27, 1995, with respect to the Company's
1995 Annual Meeting of Shareholders).
*4.4 Form of Non-Qualified Stock Option Agreement 7
*23.1 Consent of Arthur Andersen LLP 10
*23.2 Consent of DeGolyer and MacNaughton 11
*24.1 Powers of Attorney of certain directors of the Company 12
*Filed herewith.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our report on the consolidated financial statements of Enron
Oil & Gas Company dated February 17, 1995, included in Enron
Oil & Gas Company's Form 10-K for the year ended December
31, 1994, and to all references to our Firm included in this
registration statement.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
August 22, 1995
EXHIBIT 23.2
August 10, 1995
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
DeGolyer and MacNaughton hereby consents to the incorporation by
reference in the Registration Statement on Form S-8, to be filed with the
Securities and Exchange Commission on or about August 15, 1995, of the
references to our firm and to the opinions delivered to Enron Oil & Gas
Company (Company) relating to the comparison of estimates prepared by
DeGolyer and MacNaughton to those furnished by the Company of proved oil,
condensate, natural gas liquids, and natural gas reserves of certain
selected properties owned by the Company. The opinions are contained in
DeGolyer and MacNaughton's letter reports dated January 20, 1993,
January 27, 1994, and January 13, 1995, for estimates as of January 1, 1993,
January 1, 1994, and January 1, 1995, respectively, which are included in
the section "Supplemental Information to Consolidated Financial Statements -
Oil & Gas Producing Activities" in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994. DeGolyer and MacNaughton also
consents to the incorporation by reference in the Registration Statement
on Form S-8 of its letter report dated January 13, 1995, addressed to the
Company, which is included as Exhibit 23.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994.
Very truly yours,
/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
EXHIBIT 24.1
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer and/or director of Enron Oil & Gas Company, a
Delaware corporation (the "Company"), does hereby constitute
and appoint Walter C. Wilson, Dennis M. Ulak, and Angus H.
Davis, respectively, and each of them, with full power of
substitution, his true lawful attorneys and agents (each
with authority to act alone), to do any and all acts and
things and to execute any and all instruments which said
attorneys and agents or either of them may deem necessary or
advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the said Securities Act of shares of
Common Stock of the Company, $.01 par value (the "Common
Stock"), to be offered and sold by the Company from time to
time pursuant to the Enron Oil & Gas Company 1992 Stock Plan
(As Amended and Restated Effective December 14, 1994),
including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on
behalf of the Company one or more Registration Statements on
Form S-8, as the case may be, or any amendments thereto
(including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to any such
shares of Common Stock, and any instrument or document filed
as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register
or qualify the shares of Common Stock for sale and to
register or license the Company as a broker or dealer in the
shares of Common Stock under the securities or Blue Sky laws
of all such states as may be necessary or appropriate to
permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without
limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the undersigned the
name of the undersigned as officer and/or director of the
Company on any application, statement, petition, prospectus,
notice or other instrument or document, or on any amendment
thereto, or on any exhibit filed as a part thereof or in
connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws
for the purpose of so registering or qualifying shares of
Common Stock or registering or his own act and deed all that
said attorneys and agents, and each of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents, this 15th day of August, 1995.
Signed: /s/ Edward Randall, III
Edward Randall, III
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer and/or director of Enron Oil & Gas Company, a
Delaware corporation (the "Company"), does hereby constitute
and appoint Walter C. Wilson, Dennis M. Ulak, and Angus H.
Davis, respectively, and each of them, with full power of
substitution, his true lawful attorneys and agents (each
with authority to act alone), to do any and all acts and
things and to execute any and all instruments which said
attorneys and agents or either of them may deem necessary or
advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the said Securities Act of shares of
Common Stock of the Company, $.01 par value (the "Common
Stock"), to be offered and sold by the Company from time to
time pursuant to the Enron Oil & Gas Company 1992 Stock Plan
(As Amended and Restated Effective December 14, 1994),
including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on
behalf of the Company one or more Registration Statements on
Form S-8, as the case may be, or any amendments thereto
(including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to any such
shares of Common Stock, and any instrument or document filed
as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register
or qualify the shares of Common Stock for sale and to
register or license the Company as a broker or dealer in the
shares of Common Stock under the securities or Blue Sky laws
of all such states as may be necessary or appropriate to
permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without
limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the undersigned the
name of the undersigned as officer and/or director of the
Company on any application, statement, petition, prospectus,
notice or other instrument or document, or on any amendment
thereto, or on any exhibit filed as a part thereof or in
connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws
for the purpose of so registering or qualifying shares of
Common Stock or registering or his own act and deed all that
said attorneys and agents, and each of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents, this 10th day of August, 1995.
Signed: /s/ Fred C. Ackman
Fred C. Ackman
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer and/or director of Enron Oil & Gas Company, a
Delaware corporation (the "Company"), does hereby constitute
and appoint Walter C. Wilson, Dennis M. Ulak, and Angus H.
Davis, respectively, and each of them, with full power of
substitution, his true lawful attorneys and agents (each
with authority to act alone), to do any and all acts and
things and to execute any and all instruments which said
attorneys and agents or either of them may deem necessary or
advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the said Securities Act of shares of
Common Stock of the Company, $.01 par value (the "Common
Stock"), to be offered and sold by the Company from time to
time pursuant to the Enron Oil & Gas Company 1992 Stock Plan
(As Amended and Restated Effective December 14, 1994),
including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on
behalf of the Company one or more Registration Statements on
Form S-8, as the case may be, or any amendments thereto
(including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to any such
shares of Common Stock, and any instrument or document filed
as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register
or qualify the shares of Common Stock for sale and to
register or license the Company as a broker or dealer in the
shares of Common Stock under the securities or Blue Sky laws
of all such states as may be necessary or appropriate to
permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without
limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the undersigned the
name of the undersigned as officer and/or director of the
Company on any application, statement, petition, prospectus,
notice or other instrument or document, or on any amendment
thereto, or on any exhibit filed as a part thereof or in
connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws
for the purpose of so registering or qualifying shares of
Common Stock or registering or his own act and deed all that
said attorneys and agents, and each of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents, this 7th day of August, 1995.
Signed: /s/ Kenneth L. Lay
Kenneth L. Lay
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer and/or director of Enron Oil & Gas Company, a
Delaware corporation (the "Company"), does hereby constitute
and appoint Walter C. Wilson, Dennis M. Ulak, and Angus H.
Davis, respectively, and each of them, with full power of
substitution, his true lawful attorneys and agents (each
with authority to act alone), to do any and all acts and
things and to execute any and all instruments which said
attorneys and agents or either of themmay deem necessary or
advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the said Securities Act of shares of
Common Stock of the Company, $.01 par value (the "Common
Stock"), to be offered and sold by the Company from time to
time pursuant to the Enron Oil & Gas Company 1992 Stock Plan
(As Amended and Restated Effective December 14, 1994),
including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on
behalf of the Company one or more Registration Statements on
Form S-8, as the case may be, or any amendments thereto
(including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to any such
shares of Common Stock, and any instrument or document filed
as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register
or qualify the shares of Common Stock for sale and to
register or license the Company as a broker or dealer in the
shares of Common Stock under the securities or Blue Sky laws
of all such states as may be necessary or appropriate to
permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without
limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the undersigned the
name of the undersigned as officer and/or director of the
Company on any application, statement, petition, prospectus,
notice or other instrument or document, or on any amendment
thereto, or on any exhibit filed as a part thereof or in
connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws
for the purpose of so registering or qualifying shares of
Common Stock or registering or his own act and deed all that
said attorneys and agents, and each of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents, this 7th day of August, 1995.
Signed: /s/ Richard D. Kinder
Richard D. Kinder
EXHIBIT 4.4
ENRON OIL & GAS COMPANY
P.O. Box 4362
Houston, Texas 77210-4362
NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement made as of the Grant Date, between ENRON OIL
& GAS COMPANY, a Delaware corporation (the "Company"), and
Employee Name ("Employee").
To carry out the purposes of the Enron Oil &
Gas Company 1992 Stock Plan (the "Plan"), a copy of
which is attached hereto as Exhibit A and incorporated
herein by reference as a part of this Option, by
affording Employee the opportunity to purchase shares of
the common stock of the Company ("Stock"), and in
consideration of the mutual agreements and other terms
and provisions set forth herein and in the Plan, the
Company and Employee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby
irrevocably grants to Employee the right and option
("Option") to purchase all or any part of an aggregate of
0,000 shares of Stock, on the terms and conditions set
forth herein and in the Plan, the terms of which are
incorporated as though fully stated herein. In the
event of a conflict between the provisions of this
Agreement and the Plan, the provisions of the Plan shall
control. This Option shall not constitute an incentive
stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. PURCHASE PRICE. The purchase price of
Stock purchased pursuant to the exercise of this Option
shall be $00.00 per share.
3. EXERCISE OF OPTION. Subject to the
earlier expiration of this Option as herein provided, and
subject to provisions of the Plan providing for the
disposition of the Options upon the occurrence of
certain transactions, this Option may be exercised, by
written notice to the Company, at any time and from
time to time after the date of grant hereof, but this
Option shall not be exercisable for more than a
percentage of the aggregate number of shares offered by
this Option determined by the number of full years from
the date of grant hereof to the date of such
exercise ("vested shares"), in accordance with the
following schedule:
Percentage of
Number of Full Years Shares Purchasable
Less than 1 year . . . . . . . 0%
1 year . . . . . . . 25%
2 years . . . . . . . 50%
3 years . . . . . . . 75%
4 years and after. . . 100%
This option is not transferable by Employee otherwise
than by will or the laws of descent and distribution, and
may be exercised only by Employee during Employee's
lifetime and while Employee remains an employee of the
Company, except that if Employee's Employment with the
Company terminates because of death, Disability,
Retirement or Involuntary Termination, Employee,
Employee's estate or the person who acquires this Option
by bequest or inheritance by reason of the death of
Employee, may exercise the Option at any time during the
period of twelve months following the date of Employee's
death, Disability, Retirement or Involuntary
Termination, up to the number of vested shares of
Stock Employee was entitled to hereunder as of the date
of such event resulting in Employee's termination less
the number of shares of Stock previously purchased
hereunder. Except as provided herein, this Option
shall expire and no longer shallbe exercisable upon
Employee's termination of Employment.
This Option shall not be exercisable in any event
after the expiration of ten years from the date of grant
hereof. This Option may be exercised in whole or in part
from time to time by written request to the Company,
attention of such officer as is then responsible for
administering agreements of this nature. Payment in
full, including applicable tax withholding amounts, by
cashier's check payable to Enron Oil & Gas Company shall
be made at the time of each exercise or, if Employee so
elects and the Committee hereinafter referred to so
permits, payment of the exercise price and any
applicable tax withholding amounts may be made, in whole
or in part, by delivery of a number of shares of Stock,
other awards, other property or any combination thereof
having a fair market value equal to such option
price or part thereof; provided that the fair market
value of Stock so delivered shall be equal to the
closing price of the Stock as reported in the "NYSE --
Composite Transactions" section of the Midwest Edition
of The Wall Street Journal on the date of actual
receipt by the Company of the written notice exercising
this Option or, if no prices are so reported on such day,
on the last preceding day on which such prices of Stock
are so reported. No fraction of a share of Stock
shall be issued by the Company upon exercise of an Option
or accepted by the Company in payment of the exercise
price thereof; rather, Employee shall provide a
cashier's check for such cash amount as is necessary to
effect the issuance and acceptance of only whole shares
of Stock. Unless and until a certificate or
certificates representing such shares shall have been
issued by the Company to Employee, Employee (or the
person permitted to exercise this Option in the event
of Employee's death or incapacity) shall not be or have
any of the rights or privileges of a Stockholder of the
Company with respect to shares acquirable upon an
exercise of this Option.
4. LIMITATION OF EXERCISE. Notwithstanding anything
to the contrary herein, if Employee is then an
officer, director or Affiliate of the Company, this Option
may not be exercised prior to the expiration of six
months from the date of grant hereof.
5. STATUS OF STOCK. The Company intends to
register for issue under the Securities Act of 1933, as
amended (the "Act"), the shares of Stock acquirable upon
exercise of this Option, and to keep such registration
effective throughout the period this Option is
exercisable. In the absence of such effective
registration or an available exemption from registration
under the Act, delivery of shares of Stock acquirable
upon exercise of this Option shall be delayed until
registration of such shares is effective or an
exemption from registration under the Act is available.
The Company intends to use its best efforts to ensure
that no such delay will occur. In the event
exemption from registration under the Act is available
upon an exercise of this Option, Employee (or the person
permitted to exercise this Option in the event of
Employee's death or incapacity), if requested by the
Company to do so, will execute and deliver to the
Company in writing an agreement containing such
provisions as the Company may require to assure
compliance with applicable securities laws.
No sale or disposition of shares of Stock acquired
upon exercise of this Option shall be made in the absence
of an effective registration statement with respect to
such shares under the Act unless an opinion of counsel
satisfactory to the Company that such sale or
disposition will not constitute a violation of the Act
or any other applicable securities laws is first
obtained. In the event that Employee proposes to sell
or otherwise dispose of shares of Stock in such a
manner that an exemption from the registration
requirements of the Act is unavailable for such sale or
disposition, and upon request to the Company by
Employee, the Company, at its sole cost and expense,
shall cause a registration statement to be prepared and
filed with respect to such sale or disposition by
Employee and shall use its best efforts to have such
registration statement declared effective, and, in
connection therewith, shall execute and deliver such
documents as shall be necessary, including, without
limitation, agreements providing for indemnification
of underwriters for any loss or damage incurred in
connection with such sale or disposition.
The certificates representing shares of Stock
acquired under this Option may bear such legend as the
Company deems appropriate, referring to the provisions of
this Paragraph 5.
6. EMPLOYMENT RELATIONSHIP. Employee shall be
considered to be in the Employment of the Company as long
as Employee remains an employee of either the Company
or an Affiliate of the Company. If the employer of the
Employee ceases being an Affiliate of the Company for any
reason, the employment of the Employee will be deemed to
be terminated. Any question as to whether and when
there has been a termination of such Employment, and
the cause of such termination, shall be determined by
the Committee in its sole discretion, and its
determination shall be final.
7. BINDING EFFECT. This agreement shall be
binding upon and inure to the benefit of any
successors to the Company and all persons lawfully
claiming under Employee.
IN WITNESS WHEREOF, the Company has caused
this Agreement to be duly executed by the Chairman,
President and CEO, and Employee has executed this
Agreement, effective as of the day and year first above
written.
ENRON OIL & GAS COMPANY
By ________________________
Chairman, President and CEO
________________________
Employee
